FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2015
USHAHIDI, INC. CONTENTS PAGE NO. INDEPENDENT AUDITOR'S REPORT 2 EXHIBIT A - Statement of Financial Position, as of December 31, 2015 3 EXHIBIT B - Statement of Activities and Change in Net Assets, for the Year Ended December 31, 2015 4 EXHIBIT C - Statement of Functional Expenses, for the Year Ended December 31, 2015 5 EXHIBIT D - Statement of Cash Flows, for the Year Ended December 31, 2015 6 NOTES TO FINANCIAL STATEMENTS 7-11 1
INDEPENDENT AUDITOR'S REPORT To the Board of Directors Ushahidi, Inc. Orlando, Florida We have audited the accompanying financial statements of Ushahidi, Inc. (the Organization), which comprise the statement of financial position as of December 31, 2015, and the related statements of activities and change in net assets, functional expenses and cash flows for the year then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Organization as of December 31, 2015, and the change in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. August 31, 2016 4550 MONTGOMERY AVENUE SUITE 650 NORTH BETHESDA, MARYLAND 20814 (301) 951-9090 FAX (301) 951-3570 WWW.GRFCPA.COM MEMBER OF CPAMERICA INTERNATIONAL, AN AFFILIATE OF HORWATH INTERNATIONAL MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PRIVATE COMPANIES PRACTICE SECTION 2
EXHIBIT A USHAHIDI, INC. STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2015 ASSETS CURRENT ASSETS Cash and cash equivalents $ 484,223 Grants receivable 321,853 Other receivables 18,980 Due from BRCK, Inc. 177,000 Prepaid expenses 18,847 FIXED ASSETS Total current assets 1,020,903 Furniture 46,239 Computer equipment 209,928 Leasehold improvements 67,124 Software 11,099 334,390 Less: Accumulated depreciation and amortization (218,189) OTHER ASSETS Net fixed assets 116,201 Deposits 10,856 TOTAL ASSETS $ 1,147,960 CURRENT LIABILITIES LIABILITIES AND NET ASSETS Line of credit $ 703 Accounts payable and accrued liabilities 4,839 Accrued salaries and related benefits 18,306 Due to Gearbox, Inc. 430,542 NET ASSETS Total current liabilities 454,390 Unrestricted 382,190 Temporarily restricted 311,380 Total net assets 693,570 TOTAL LIABILITIES AND NET ASSETS $ 1,147,960 See accompanying notes to financial statements. 3
EXHIBIT B USHAHIDI, INC. STATEMENT OF ACTIVITIES AND CHANGE IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 2015 REVENUE Unrestricted Temporarily Restricted Total Grants and contributions $ 1,096,853 $ 1,333,545 $ 2,430,398 Management services fees 107,528-107,528 Project revenue 831,548-831,548 Other income 527,000-527,000 Interest income and other 5,712-5,712 Net assets released from donor restrictions 1,171,129 (1,171,129) - EXPENSES Total revenue 3,739,770 162,416 3,902,186 Program Services 2,390,764-2,390,764 Supporting Services: Management and General 1,583,104-1,583,104 Fundraising 72,106-72,106 Total supporting services 1,655,210-1,655,210 Total expenses 4,045,974-4,045,974 Change in net assets before other items (306,204) 162,416 (143,788) OTHER ITEMS Gearbox, Inc. funds 585,074-585,074 Gearbox, Inc. disbursements (585,074) - (585,074) Change in net assets (306,204) 162,416 (143,788) Net assets at beginning of year, as restated 688,394 148,964 837,358 NET ASSETS AT END OF YEAR $ 382,190 $ 311,380 $ 693,570 See accompanying notes to financial statements. 4
EXHIBIT C USHAHIDI, INC. STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2015 Program Services Management and General Supporting Services Fundraising Total Supporting Services Total Expenses Salaries and related expenses $ 1,588,394 $ 884,438 $ 66,410 $ 950,848 $ 2,539,242 Contract services 274,246 152,856-152,856 427,102 Travel 210,859 220,760 5,696 226,456 437,315 Trade shows and conferences 167,396 23,029-23,029 190,425 Office expenses 50,021 69,244-69,244 119,265 Information technology 90,428 99,486-99,486 189,914 Advertising - 3,592-3,592 3,592 Insurance 8,047 14,310-14,310 22,357 Depreciation - 59,608-59,608 59,608 Bank charges 1,373 37,754-37,754 39,127 Miscellaneous - 18,027-18,027 18,027 TOTAL $ 2,390,764 $ 1,583,104 $ 72,106 $ 1,655,210 $ 4,045,974 See accompanying notes to financial statements. 5
EXHIBIT D USHAHIDI, INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ (143,788) Adjustments to reconcile change in net assets to net cash used by operating activities: Depreciation and amortization 59,608 (Increase) decrease in: Grants receivable (40,737) Other receivables (18,980) Employee advances 804 Due from BRCK, Inc. (177,000) Prepaid expenses (17,798) Increase (decrease) in: Accounts payable and accrued liabilities (8,588) Accrued salaries and related benefits 18,306 Due to Gearbox, Inc. 202,709 Net cash used by operating activities (125,464) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (68,780) Net cash used by investing activities (68,780) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds on line of credit 703 Net cash provided by financing activities 703 Net decrease in cash and cash equivalents (193,541) Cash and cash equivalents at beginning of year 677,764 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 484,223 See accompanying notes to financial statements. 6
USHAHIDI, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION Organization - Ushahidi, Inc. (the Organization) is a non-profit corporation exempt from income tax under Section 501(c)(3) of the Internal Revenue Code. The Organization was founded in 2008 to administer the Ushahidi Engine, which is a platform that allows anyone to gather distributed data through SMS, email or web and visualize it on a map or timeline. The goal of the Organization is to create the simplest way of aggregating information from the public for use in crisis response. Basis of presentation - The accompanying financial statements are presented on the accrual basis of accounting and in accordance with FASB ASC 958, Not-for-Profit Entities. Cash and cash equivalents - The Organization considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents. At December 31, 2015, the Organization had $62,692 of cash held at financial institutions in foreign countries to support operations in those countries. Bank deposit accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to a limit of $250,000. At times during the year, the Organization maintains cash balances in excess of the FDIC insurance limits. Management believes the risk in these situations to be minimal. Receivables - Grants receivable represents amounts due from funding organizations for reimbursable expenses incurred in accordance with the grant agreements. Grant funding received in advance of incurring the related expenses is recorded as deferred revenue. Receivables approximate fair value. Management considers all amounts to be fully collectible. Accordingly, an allowance for doubtful accounts has not been established. All receivables are expected to be collected within one year. Fixed assets - Fixed assets purchases of $1,000 or more are capitalized and stated at cost. Fixed assets are depreciated on a straight-line basis over the estimated useful lives of the related assets, generally three to seven years. Leasehold improvements are amortized over the remaining life of the lease. The cost of maintenance and repairs is recorded as expenses are incurred. Revenue recognition - Unrestricted and temporarily restricted grants and contributions are recorded as revenue in the year notification is received from the donor. Temporarily restricted contributions are recognized as unrestricted support only to the extent of actual expenses incurred in compliance with the donor-imposed restrictions and satisfaction of time restrictions. Such funds in excess of expenses incurred are shown as temporarily restricted net assets in the accompanying financial statements. 7
USHAHIDI, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) Revenue recognition (continued) - Conditional promises to give are not recognized until they become unconditional, that is when the conditions on which they depend are substantially met (see Note 5). Certain contracts with funding agencies are exchange transactions in which each party receives and sacrifices commensurate value. Funds from exchange transactions are not considered contributions and, as such, are deemed to be earned and reported as project revenue when such funds have been expended towards the designated purpose. Income taxes - The Organization is exempt from Federal income taxes under Section 501(c)(3) of the Internal Revenue Code. Accordingly, no provision for income taxes has been made in the accompanying financial statements. The Organization is not a private foundation. Uncertain tax positions - For the year ended December 31, 2015, the Organization has documented its consideration of FASB ASC 740-10, Income Taxes, that provides guidance for reporting uncertainty in income taxes and has determined that no material uncertain tax positions qualify for either recognition or disclosure in the financial statements. Software development costs - The Organization develops open source software, which is available free of charge to users. In addition, due to the open source nature of the development, there is generally no passage of time between achievement of technological feasibility and the availability for general release. Therefore, the Organization expenses the cost of software development as incurred. Net asset classification - The net assets are reported in two self-balancing groups as follows: Unrestricted net assets include unrestricted revenue and contributions received without donor-imposed restrictions. These net assets are available for the operation of the Organization and include both internally designated and undesignated resources. Temporarily restricted net assets include revenue and contributions subject to donorimposed stipulations that will be met by the actions of the Organization and/or the passage of time. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statement of Activities and Change in Net Assets as net assets released from restrictions. Use of estimates - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates. 8
USHAHIDI, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) Functional allocation of expenses - The costs of providing the various programs and other activities have been summarized on a functional basis in the Statement of Activities and Change in Net Assets. Accordingly, certain costs have been allocated among the programs and supporting services benefited. 2. TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets consisted of the following at December 31, 2015: Hivos $ 311,380 3. NET ASSETS RELEASED FROM RESTRICTIONS The following temporarily restricted net assets were released from donor restrictions by incurring expenses (or through the passage of time), which satisfied the restricted purposes specified by the donors: Google Foundation $ 250,000 Hivos 891,129 Other Programs 30,000 TOTAL NET ASSETS RELEASED FROM RESTRICTIONS $ 1,171,129 4. LEASE COMMITMENTS The Organization leases a facility space in Nairobi, Kenya. The lease commenced on May 1, 2014, and expires on April 30, 2020. Base rent is 1,094,940 Kenyan Shilling per year, plus a proportionate share of expenses, increasing by a factor of approximately 15% per year. The Organization also has various month-to-month leases, which expire in various years through 2016. The local currency for Nairobi is the Kenyan Shilling, and the future minimum lease payments have been converted to United States Dollars using the average rate as of December 31, 2015. The following is a schedule of the future minimum lease payments, converted to United States Dollars: Year Ending December 31, 2016 $ 11,935 2017 12,088 2018 13,297 2019 13,901 2020 4,634 $ 55,855 Rent expense, including taxes and services charges, for the year ended December 31, 2015 was $41,753. This amount is included in office expenses in the accompanying Statement of Functional Expenses. 9
USHAHIDI, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2015 5. CONDITIONAL CONTRIBUTIONS During 2011, the Organization received an unrestricted grant, up to $1,900,000. This grant was conditional upon the Organization achieving certain performance metrics. Through December 31, 2014, the Organization had recognized a total of $1,480,000 of this grant ($580,000 in 2014 and $400,000 in 2013). During 2015, the remaining $420,000 was received and recognized as the remaining metrics of the grant were achieved. During 2013, the Organization received a pledge for an unrestricted grant in the amount of $1,000,000, of which $250,000 was received in that same year. The remaining $750,000 was not recorded as a contribution in 2013, since to receive those funds, the Organization had to achieve certain milestones. These milestones were partially met in 2014, and the Organization received $500,000 of the pledge, which was recorded as unrestricted contribution revenue. During 2015, the remaining $250,000 was received and recognized as the remaining milestones were achieved. 6. BRCK, Inc. On October 15, 2013, the Organization purchased a 20% equity interest in BRCK, Inc. ( BRCK ) for $200. This investment is accounted for under the equity method. BRCK is a for-profit entity that began in 2013 and provides a rugged, cloud-managed, full-featured router with built-in fail-overs and programmable GPIO expansion. The Organization has one seat on the BRCK Board of Directors. During 2014, the Organization reduced its basis in this investment to zero. On July 24, 2015, the Organization and BRCK signed a memorandum of understanding to allow BRCK to acquire 50% of the Organization's current equity in BRCK, which represents 10% of the total equity of BRCK. The purchase price paid for the equity was $350,000 and is included in other income in the accompanying Statement of Activities and Change in Net Assets. Additionally, following a reconciliation of the Organization's accounts, it was determined that BRCK owes the Organization $77,000 from previously unreimbursed expenses, including a $30,000 loan. Further, BRCK owes the Organization a license fee payment of $100,000 for 2014. At December 31, 2015, the outstanding balance owed to the Organization was $177,000. The Organization also has a Technology License Agreement, which entitles the Organization to receive a 5% share of BRCK s sales from one of its products. Under the agreement, BRCK has the option to purchase certain intellectual property held by the Organization. The purchase price is based on a downward sliding scale starting in 2014 at $5,000,000, through the year 2018, for $1,000,000. In 2019, the expiration of the agreement, the purchase option price will be $100. The Organization agreed to defer the due date of the 2015 license fee payment over a six-month period through May 2017. Accordingly, the Organization did not record any of the 2015 license fee payment from this agreement as revenue for the year ended December 31, 2015. 7. LINE OF CREDIT The Organization has an $80,000 unsecured business line of credit with Wells Fargo Bank that expires on July 31, 2018. At December 31, 2015, the outstanding balance was $703. 8. GEARBOX, Inc. In 2014, the Organization became the fiscal sponsor of Gearbox, Inc., a limited liability company in Nairobi, Kenya formed to cater to scalable invention-based enterprises addressing the needs of underserved Africans. 10
USHAHIDI, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2015 8. GEARBOX, Inc. (Continued) Since inception, the Organization has the role in managing the program on behalf of Gearbox, Inc. This includes receiving monies and paying expenses on behalf of Gearbox, Inc. At December 31, 2015, the Organization maintained $94,669 in assets on behalf of Gearbox, Inc. Additionally, at December 31, 2015, the Organization owed Gearbox, Inc. $430,542. These amounts are included in cash and cash equivalents and due to Gearbox, Inc. on the accompanying Statement of Financial Position. 9. PRIOR PERIOD ADJUSTMENT The 2014 financial statements have been retroactively restated to reflect Gearbox, Inc. activity that had been previously reported in temporarily restricted net assets and net assets released from restrictions for the year ended December 31, 2014. The effect of the restatement on the financial statements is as follows: As Restated As Previously Stated Due to Gearbox, Inc. $ 227,833 $ - Total Current Liabilities $ 241,260 $ 13,427 Temporarily Restricted Net Assets $ 148,964 $ 376,797 Total Net Assets $ 837,358 $ 1,065,191 10. SUBSEQUENT EVENTS In preparing these financial statements, the Organization has evaluated events and transactions for potential recognition or disclosure through August 31, 2016, the date the financial statements were issued. 11